Bylaws San Ramon Valley Education Foundation A Not-for-Profit

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Bylaws San Ramon Valley Education Foundation A Not-for-Profit Powered By Docstoc
					                                Bylaws
                 San Ramon Valley Education Foundation
                      A Not-for-Profit Corporation


                             Mission Statement

The San Ramon Valley Education Foundation supports and promotes public
education in our community in partnership with the San Ramon Valley
Unified School District.


                                  Article I

                              Name and Office

Section 1: Name. The name of this corporation shall be the San Ramon
Valley Education Foundation hereinafter called “SRVEF”.

Section 2: Principal Office: The Principal office of the SRVEF in the State
of California shall be located in the County of Contra Costa. SRVEF shall
have such other offices, either within or without the County of Contra Costa,
State of California, as the Board of Directors may determine or as the affairs
of the corporation may require from time to time.


                                  Article II

                                   Purpose

The purpose of the SRVEF shall be to operate for the advancement of
education through the distribution of funds raised. To carry out its purpose,
the SRVEF shall:

   A. Provide a continuing organization, outside the public school system,
      which will work to provide new and improved educational
      opportunities.
   B. Accept donations, solicit and raise money for the foregoing purposes.


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Revised January 12, 2007
   C. Sponsor individual public schools within the San Ramon Valley
      Unified School District (“SRVUSD”), as affiliates of the SRVEF, as
      allowed by the Internal Revenue Service (“IRS”).
   D. Develop an endowment fund to ensure a stable income source.


                                  Article III

                                  Members

Section 1: Members. The SRVEF shall have no statutory members.

Section 2: Associated Persons. Nothing in this Article shall be construed as
limiting the right of the SRVEF to refer to persons associated with it as
“members” even though such persons are not members, and no such
reference shall constitute anyone being a member, within the meaning of
Section 5056 of the Nonprofit Corporation Law of the State of California, as
amended (the “Nonprofit Corporation Law”). SRVEF may confer by
amendment of the Articles or these Bylaws some or all of the rights of a
member, as set forth in the Nonprofit Corporation Law, upon any person or
persons; provided, however, that no such person or persons shall be a
member with the meaning of said Section 5056 unless such person(s) is
given the right, pursuant to a specific provision of the Articles and/or
Bylaws, to vote for the election of a Director or Directors, to vote on a
disposition of all or substantially all of the assets of the SRVEF, to vote on a
merger or dissolution of the SRVEF, and/or vote on changes to the Articles
and/or Bylaws.

Sections 3: Actions by Members. Any action which would otherwise
require a vote of members shall require only a vote of the Directors, and no
meeting of members shall be required, any provision of the Articles or
Bylaws to the contrary notwithstanding. All rights, which would otherwise
vest in the members, shall vest in the Board of Directors.




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Revised January 12, 2007
                                 Article IV

                            Board of Directors

Section 1: Number and Makeup. The Board of Directors shall manage the
affairs of the SRVEF. The number of Directors shall be not less than nine (9)
or more than twenty-one (21). The Board of Directors shall include the
following appointed, non-voting members: a representative from the San
Ramon Valley Unified School District (“SRVUSD”), a current SRVUSD
School Board member appointed by the School Board, and a current
member of the Endowment Fund Committee appointed by the Endowment
Fund Committee. The other Directors must be elected. There shall be no
more than one Board member from any household family.

Section 2: Term of Office. Each Director shall hold office for two (2) years.
Directors may be reelected. Directors may not serve more than three (3)
consecutive terms. All Directors shall hold office until their respective
successors are elected except in the case of resignation, death, disability or
removal of a Director.

Section 3: Election. Directors, except those appointed as stated in Article
IV, Section 2, may be elected at any meeting of the Board. The Nominating
Committee shall recommend candidates based on qualifications and present
those candidates for election. Candidates for the Board shall be nominated
only with the consent of the nominee. If there is but one nominee for any
position, the ballot for that position may be dispensed with and the election
held by voice vote. Each Director shall be entitled to one vote. Nominations
shall be accepted from the floor with the previous consent of the nominee.
Those nominees receiving a majority of votes of the voting members shall
be Directors of the SRVEF and their term shall commence immediately.

Section 4: Nominations. Nominations for the Board of Directors shall be
made by the Nominating Committee which shall be selected by the Board of
Directors and chaired by the President-Elect.

Section 5: Vacancies. Any vacancy occurring on the Board of Directors
shall be filled for the unexpired term by appointment by the President and
ratified by a majority of the Board of Directors.


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Section 6: Resignation and Forfeiture. Any Director may resign at any
time by giving written notice to the President. Any Director may be
considered for removal from the Board of Directors for any reason
whatsoever by an affirmative vote of three-fourths (3/4) of the total number
of Directors. Any Director who misses three (3) consecutive Board meetings
without excuse may be removed from the Board.

Section 7: Hiring Consultants and/or Employees. The SRVEF shall have
the authority to hire consultants and/or employees and compensate them
with funds from the SRVEF.

Section 8: Compensation. Directors shall not receive any stated salary or
compensation for their services to the SRVEF.

Section 9: Conflict of Interest. All Directors bear the personal
responsibility to disclose potential conflict of interest issues, pertaining to
actions brought before the Board of Directors. Such disclosure does not
affect the standing of the Director, but the Director may choose to abstain
from voting on such issues.

Section 10: Honorary Board Members. The Board of Directors shall have
the power to appoint and/or remove honorary members of its Board of
Directors. The Honorary Board members shall not have any voting rights.


                                    Article V

                                    Meetings

Section 1: Annual Meeting. An annual meeting of the board will be held
early in the year in addition to regular board meetings. The purpose of the
meeting is to review accomplishments from the previous year, discuss
objectives, and develop a budget and an action plan for the current year.

Section 2: Regular Meetings: Regular meetings of the Board of Directors
shall be held the first Friday morning of every month at 7:45 AM at the
Education Center, unless otherwise indicated.



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Revised January 12, 2007
Section 3: Special Meetings. The President or the Secretary, at the request
of at least three (3) Directors, may call special meetings of the Board of
Directors.

Section 4: Notice of Meetings. Written notice of changes to the Regular
Board Meeting schedule shall be delivered personally to each Director, or
transmitted to each Director by first class mail, telephone, email or
facsimile. In case such notice is sent by mail, it shall be deposited in the
United States mail at least five days prior to the date of the meeting. Notice
of a Special Meeting shall also be delivered personally to each Director in
the same manner as is required for a change to a Regular Meeting. Notice
may be given by the Secretary of SRVEF or by the Director(s) who call the
meeting. Such notice need not specify the purpose of the meeting, unless the
meeting is to consider: the election of a Director, the removal of a Director,
and/or an Amendment to the Bylaws that will increase the number of
Directors of the SRVEF. Notice shall not be necessary, if appropriate
waivers, consents, and/or approvals are filed in accordance with these
Bylaws.

Section 5: Quorum. A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of
Directors. Unless otherwise specified, a majority vote of the Directors
present shall determine the outcome of the matters before the Board of
Directors.

Section 6: Action without a Meeting. Any action of the Board of Directors
may be taken without a meeting if the majority of the members of the Board
of Directors consent in writing or by email to such an action. Such consent
shall be filed with the minutes of the proceedings of the Board of Directors.
Directors shall have a 48-hour window (from the time the requested action is
put before the Board by email, fax or telephone) to respond to an Action
without a Meeting proposed by a Director.




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Revised January 12, 2007
                                  Article VI

                                    Officers

Section 1: Officers. The Officers of SRVEF shall be a President, a Vice
President/President-Elect, a Secretary, a Treasurer and the immediate Past-
President.

Section 2: Election. The Board of Directors shall elect the officers of the
SRVEF annually at the January Board meeting, except for the position of
immediate Past-President, which shall be filled by the President leaving
office. If the Past President is unavailable to serve, the position shall remain
vacant.

Section 3: Term of Office. Each officer shall hold the office for one year, or
until his/her successor shall be duly elected and qualified. Officers shall
assume their duties after their election at the January meeting. Officers shall
be eligible to serve in the same office for two consecutive terms. Officers
may continue additional terms of office upon the unanimous approval of the
Board of Directors.

Section 4: Removal. Any officer elected or appointed by the Board of
Directors may be removed by a vote of two-thirds (2/3) of the Directors
present at a Board of Directors’ meeting whenever, in the Board of
Directors’ judgment, the best interest of the SRVEF will be served.

Section 5: Unfilled Offices: If an office remains unfilled after an election, it
shall be considered a vacant office to be filled by the Board.

Section 6: Vacancy. A vacancy in any office because of death, resignation,
removal, disqualification, or other cause shall be filled for the unexpired
term by a vote of the Board of Directors.


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Revised January 12, 2007
Section 7: Elected Officers.

      A. President. The President shall be the principal executive officer of
         the SRVEF and shall supervise and control all of the business and
         affairs of the SRVEF. He/she shall preside at all meetings of the
         Board of Directors. He/she shall perform all duties incident to the
         office of President and any other duty as may be prescribed by the
         Board of Directors from time to time. He/she shall be an ex-officio
         member of all committees except the Nominating Committee.
      B. Vice President/President-Elect. The Vice President/President-
         Elect, shall, in the absence of the President or in the event of the
         President’s inability or refusal to act, perform the duties of the
         President. When so acting, the President-Elect shall have all of the
         powers and be subject to all restrictions as the President. The
         President-Elect shall be the Chairperson of the Nominating
         Committee.
      C. Treasurer. The Treasurer shall have charge and custody of and
         shall be responsible for all funds and securities of the SRVEF,
         shall perform all duties incident to the office of Treasurer and shall
         perform other duties as may be assigned from time to time to
         him/her by the President or by the Board of Directors. The
         Treasurer shall prepare and assist in the annual external audit of
         the SRVEF, which shall be performed by a Certified Public
         Accountant. He/she shall preside over the Finance Committee and
         shall oversee the financial record- keeping of all sub-committees.
         He/she shall be assisted by a Board member who serves as
         Financial Secretary.
      D. Secretary. The Secretary shall keep the minutes of all Board
         meetings, see that all notices are duly given in accordance with the
         provisions of these Bylaws or as required by law, be the custodian
         of the corporate records and of the seal of the SRVEF, keep the
         mailing address of each Board member, perform all duties incident
         to the office of Secretary and shall perform other duties as may be
         assigned from time to time may be assigned to him/her by the
         President or the by the Board of Directors.
      E. Immediate Past-President. The Immediate Past-President shall
         serve as advisor, parliamentarian and historian to help the
         organization maintain its stability and continuity . It shall be a non-


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Revised January 12, 2007
          elected position, filled by the President as he/she leaves office and
          held until the next President is elected by the Board of Directors.


                                 Article VII

                                 Committees

Section 1: Standing Committees. The President shall appoint chairpersons,
subject to approval by the Board of Directors, for all Standing Committees
other than the Finance Committee. The Standing Committees shall include:

      A. Executive Committee. The Executive Committee shall consist of
         the four elected officers and the immediate Past-President. The
         Executive Committee shall supervise any paid staff, including but
         not limited to, the Executive Director on behalf of the entire Board.
      B. Nominating Committee. The Nominating Committee shall be
         composed of three (3) members of the Board of Directors and shall
         propose suitable persons from the community to fill the available
         Board positions.
      C. Finance Committee. The Finance Committee shall oversee all of
         the budgetary matters for the Board in conjunction with the
         Treasurer, who shall chair this committee. The Finance Committee
         shall recommend investment policies to be approved by the Board
         and shall have a semi-annual review of investment activities to
         ensure compliance with SRVEF policies.
      D. Endowment Fund Committee. The Endowment Fund Committee
         shall be charged with developing long-term funding for the
         SRVEF.
      E. Affiliate Committee. The Affiliate Committee shall be charged
         with formulating policies, developing practices and providing
         support among the schools affiliated with the SRVEF. It shall also
         support and promote the activities of the SRVEF.
      F. Additional Committees. Additional Committees may be created
         at the discretion of the Board of Directors. Standing Committees
         may make recommendations for action and consideration to the
         Board of Directors.



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Revised January 12, 2007
Section 2: Special Committees. The President may appoint special
committees at any time, subject to the approval of the Board of Directors.

Section 3: Committee Composition. The Executive Committee,
Nominating Committee and Finance Committee shall be made up of current
members of the Board of Directors. All other committees must have at least
one member of the Board of Directors as a member. Committee members
need not be members of the Board of Directors of the SRVEF.


                                Article VIII

                       Organizational Administration

Section 1: Books and Records. SRVEF shall keep correct and complete
books and records of accounts and shall also keep minutes of the
proceedings of the Board of Directors. The SRVEF shall keep a record of
the names and addresses of the Board members entitled to vote. Any Board
member, or his/her agent or attorney, may inspect all books and records of
the SRVEF for any proper purpose at any reasonable time. The Directors
shall provide for an annual audit of the records and accounts of the SRVEF.
The SRVEF shall comply with all Federal and State laws governing Not-for-
Profit Corporations.

Section 2: Banking Authority. The Board shall annually designate three (3)
authorized check signers, which will include the Treasurer and two other
Board members. Check signers shall not be related by blood, marriage or
reside in the same household. All checks or drafts issued in the name of
SRVEF shall be signed by the Treasurer and countersigned by at least one
other designee.

Section 3: Fiscal Year. The Fiscal Year of the SRVEF shall begin on the
first day of July and end on the last day of June of each year.

Section 4: Seal. The Board of Directors shall provide a corporate seal,
which shall be kept by the Secretary.

Section 5: Contracts. The Board may authorize any officer or officers,
agent or agents of the SRVEF, to enter into any contract or execute and

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Revised January 12, 2007
deliver any instrument in the name of and on behalf of the SRVEF, and such
authority may be general or confined to specific instances, provided that no
contract is longer than a term of one (1) year or for an amount over $30,000
unless ratified by the Board.


                                  Article IX

                              Waiver of Notice

Whenever any notice is required to be given under the provisions of the
General Non-Profit Corporation Law of California, or under the provisions
of the Article of Incorporation or by the Bylaws of the SRVEF, a waiver
thereof in writing, signed by the person(s) entitled to such notice, whether
before or after the time stated in the notice, shall be deemed equivalent to the
giving of such notice.


                                  Article X

                                 Dissolution

Upon dissolution or final liquidation of the SRVEF, any remaining assets
shall, after payment or the making of provision for payment of all the lawful
debts and liabilities of the SRVEF, be distributed to the benefit of the San
Ramon Valley Unified School District or its successors, for use as directed
by their elected trustees.


                                  Article XI

                           Parliamentary Authority

Except as otherwise provided in these Bylaws, parliamentary rules, as stated
in the most recent edition of Robert’s Rules of Order, shall govern the
procedures at all meetings of the SRVEF.




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Revised January 12, 2007
                                    Article XII

                              Amendment to Bylaws

These Bylaws may be altered, amended, or repealed and new Bylaws may
be adopted by an affirmative vote of two-thirds (2/3) of the members of the
Board of Directors voting at a duly-called meeting, providing a quorum is
present. Proposed amendments must be submitted in writing no less than
thirty (30) days prior to the date of the meeting.


                                    Article XIII

                 Indemnification of Directors and Officers

Section 1: Indemnification by Corporation. The Directors and Officers
shall be indemnified and held harmless to the extent and in the manner
permitted in the California Nonprofit Corporation Law.

Section 2: Insurance. The SRVEF shall have the power to purchase and
maintain insurance on behalf of any agent of the SRVEF against any liability
asserted against or incurred by the agent in such capacity or arising out of
the agent’s status as such whether or not the SRVEF would have the power
to indemnify the agent against such liability under the provision of this
section; provided, however, that the SRVEF shall have no power to purchase
and maintain such insurance to indemnify any agent of the SRVEF for a
violation of Section 5233 of the Nonprofit Corporation Law (relating to self-
dealing transactions).


                                    Article XIV

                           Rescission of All Prior Bylaws

All prior and existing Bylaws are hereby repealed and rescinded effective
immediately on the date of adoption of these Bylaws.




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Revised January 12, 2007